Shareholder’s Pro Rata Share definition

Shareholder’s Pro Rata Share means, with respect to any Shareholder, a fraction the numerator of which is the Cash Merger Consideration actually paid to such Shareholder and the denominator of which is the aggregate Cash Merger Consideration actually paid to all Shareholders.

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Shareholder’s Pro Rata Share means each Company Shareholder’s pro rata portion of the Company Common Stock, based on the total number of shares of Company Common Stock held by all Company Shareholders.

Shareholder’s Pro Rata Share means, with respect to any ---------------------------- Shareholder, the percentage out of the total Issued Shares issuable to such Shareholder under the allocations of the Issued Shares as set forth in Exhibit 2.2.2.

Examples of Shareholder’s Pro Rata Share in a sentence

Subject to Section 4.03(f) below, each Shareholder shall be entitled to purchase up to such Shareholder’s Pro Rata Share of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice.
The Separate Escrow Fund, less the amount of any claims made or paid for Separate Indemnifiable Damages during the Separate Escrow Period pursuant to the provisions of this Article IX and less the amount of any Separate Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the Separate Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share.
The General Escrow Fund, less the amount of any claims made or paid for General Indemnifiable Damages during the General Escrow Period pursuant to the provisions of this Article IX and less the amount of any General Unresolved Claims, shall be paid to the Closing Company Shareholders within five (5) Business Days after the expiration of the General Escrow Period in accordance with such Closing Company Shareholder’s Pro Rata Share.
The Escrow Shares will be represented by a certificate or certificates issued in the names of each Company Shareholder in proportion to each Company Shareholder’s Pro Rata Share.
Each Shareholder shall have twenty (20) days from the date such Participation Right Notice is given, to agree in writing to purchase such Shareholder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Participation Right Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Shareholder’s Pro Rata Share).
No Shareholder shall be liable for any settlement of any proceeding that was finalized without such Shareholder’s written consent, but if settled with such consent or if there be a final judgment for the Claimant, such Shareholder agrees, severally and not jointly, to indemnify the Trustees and the Trust from and against such Shareholder’s Pro Rata Share of any loss or liability by reason of such settlement or judgment.
In the event of such removal or resignation, or upon the death or disability of the Shareholder Representative, a majority in interest of the Shareholders calculated with reference to each Shareholder’s Pro Rata Share shall promptly agree upon a replacement Shareholder Representative.
If the Service Provider shall resign or be removed as Administrator pursuant to the Administration Agreement, the Service Provider shall promptly repay to each Shareholder such Shareholder’s Pro Rata Share of a ratable portion of the Up-Front Fee Amount for the period from the date of such resignation or removal to the Exchange Date, together with its Pro Rata Share of any unexpended portion of the Up-Front Expense Amount and any unexpended Additional Expenses.
While the Net Income Escrow Shares are held in the applicable Escrow Account, each Company Shareholder shall, according to such Company Shareholder’s Pro Rata Share of the Net Income Escrow Shares, be entitled to (i) exercise voting rights with respect to such shares and (ii) receive dividends (if declared) with respect to the Net Income Escrow Shares (other than those paid in equity securities, which shall be included as part of the Net Income Escrow Shares).
The aggregate liability of the Shareholders for Purchaser Losses with respect to any claims made pursuant to Section 9.1 shall be limited to the Purchase Price, and the aggregate liability of each Shareholder shall be limited to such Shareholder’s Pro Rata Share of the Purchase Price.

More Definitions of Shareholder’s Pro Rata Share

Shareholder’s Pro Rata Share shall have the meaning given to such term in Section 7.8(b) of this Agreement. Shareholders' Agent. "Shareholders' Agent" shall have the meanings given to such term in Section 7.1(a) of this Agreement. Shares. "Shares" shall have the meaning given to such term in Section 1.1 of this Agreement. Tax. "Tax" shall mean any tax (including any corporate, trade or other income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Body. Tax Return. "Tax Return" shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax. Waiver Agreement. "Waiver Agreement" shall have the meaning given to such term in Section 2.24 of this Agreement. Year 2000 Compliant. "Year 2000 Compliant" shall have the meaning given to such term in Section 2.9(g) of this Agreement. EXHIBIT B SHARE PURCHASE AGREEMENT

Shareholder’s Pro Rata Share means that fraction equal to the amount of Consideration received by the Shareholder over the Total Consideration, where "Consideration" with respect to any Company Shareholder means the amount of cash received by the Company Shareholder pursuant to the Stock Purchase Agreement and, with respect to any Target Shareholder means the number of shares of Parent Common Stock received by the Target Shareholder times the last sale price of Parent Common Stock on the Nasdaq National Market on the date hereof, plus the amount of cash, if any, received by the Target Shareholder pursuant to the Merger Agreement and, "Total Consideration" means the sum of the Consideration received by all Shareholders.

Shareholder’s Pro Rata Share is equal to the quotient of (i) the number of Tons of coal delivered by the Companies to the Cooperative during the period beginning on the first date of the calendar quarter or year to which such payment applies through the Closing Date and (ii) the number of Tons of coal delivered by the Companies to the Cooperative during the calendar quarter or year to which such payment applies.

Shareholder’s Pro Rata Share of any Shareholder shall mean the total portion of the Acquisition Consideration payable to a Shareholder at Closing, out of the total Acquisition Consideration payable to all Shareholders at Closing. A Shareholder may conclusively rely on a confirmation by the Representative as to its Pro Rata Share.

Shareholder’s Pro Rata Share has the meaning set forth in Section 2.7(c).